Mail Stop 6010

								October 14, 2005


Jeffrey L. Radke
President and Chief Executive Officer
PXRE Group Ltd.
P.O. Box HM 1282
Hamilton HM FX
Bermuda

	Re:	PXRE Group Ltd.
		Schedule 14A
		Filed October 7, 2005
		File No. 1-15259

Dear Mr. Radke:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

SCHEDULE 14A

General

1. Throughout your filing you state that approval of the proposals
will allow you to complete your capital raising program.  It is
unclear whether the October 7, 2005 private placement is the
entire
program that you are referring to and the exchange of the
Perpetual
Preferred Shares into Common Shares would be the completion to the
program or if your program envisions issuing any additional common
or
preferred shares following approval of the proposal to increase
the
number of authorized common shares and preferred shares.  Please
clarify.

Appendices

2. Please revise to include all appendices, rather than referring
to
appendices in previously filed documents.

How Many Votes Do I Have? page 3

3. We note that some of your shareholders have agreed to vote in
favor
of proposals 1 and 2 at the meeting.  Have shareholders holding a
sufficient number of shares to ensure approval agreed to vote in
favor
of these proposals?

Proposal 1, page 8

4. Proposal 1 seeks approval of an amendment to the bye-laws
increasing the authorized capital from $60,000,000 to
$360,000,000.
Proposal 3 seeks approval of an amendment to the bye-laws to
increase
the authorized share capital from $360,000,000 to $380,000,000.
These
proposals seem inconsistent.  Please revise or advise.

5. We note your bye-laws currently provide for 50,000,000 shares
of
common stock.  Please revise to state how many shares are
outstanding
and how many are reserved for issuance, and clarify that you
currently
do not have a sufficient number of authorized shares to exchange
the
Perpetual Preferred Shares with Common Shares.

6. Please include a discussion of the anti-dilution provisions of
the
outstanding Convertible Preferred Shares and explain how these
provisions will dilute common shareholders` interests.

7. If you have any plans to issue any of the newly authorized
common
shares, in addition to the shares that will be issued in the
exchange,
please describe these plans.  Otherwise, state that you do not
have
plans to issue these shares.

Proposal 2, page 10

8. Quantify how many shares of common stock will be issued in the
exchange as a percentage of currently outstanding shares, and
provide
a discussion of the resulting dilution to common shareholders.

9. Who purchased the Perpetual Preferred Shares in your October 7,
2005 offering?  If any of these purchasers will receive common
shares
constituting more than 5% of the outstanding common shares as a
result
of the exchange, please identify them and quantify the percentage
of
the common shares they will hold following the exchange.  Please
note
if any of the purchasers are current shareholders, this
information
should be considered in determining whether they will hold 5% or
more
of the outstanding shares after the exchange.

Proposal 3, page 22

10. Please revise to describe any plans to issue any of the newly
authorized preferred shares if your proposal is approved.
Otherwise,
revise to state you do not currently have any plans to issue these
securities.

Share Ownership of Certain Beneficial Owners, page 25

11. Does this table reflect the shares held as a result of the
issuance of the Perpetual Preferred Shares?  If it does not,
please
revise to include these shares and any shareholders who hold 5% of
your outstanding shares when the Perpetual Preferred Shares are
considered.

12. Please identify the natural persons who are the beneficial
holders
of the shares held by Royce & Associates, Capital Z, and Reservoir
Capital Management

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any other questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Michael Hyatte
	Sidley Austin Brown & Wood LLP
	1501 K Street, N.W.
	Washington, D.C. 20005
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Jeffrey L. Radke
PXRE Group Ltd.
October 14, 2005
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